Patents, trademarks, service marks, trade secrets, trade dress rights and copyrights, referred to collectively herein as “intellectual property,” provide an owner with the right to exclude others from making, using or selling particular product and services. When a business or portion of a business is sold, the seller and purchaser usually conduct a limited “due diligence” analysis to determine a value for the portfolio of intellectual property to be sold and purchased. Because an extensive analysis of the intellectual property involves both legal and business value analysis and, in the end, contains some unknown and unknowable elements, the purchaser of a business often must assume a reasonable degree of risk related to intellectual property. The transaction, whether a sale, refinancing, investment decision or other transaction, also poses risks to the directors of both companies, financiers, lenders, and other parties, both as to their investments and their liabilities.
It would be useful to provide a method of spreading the risk which is associated with the purchase of intellectual property among one or more parties who are neither purchasers or sellers of the business.